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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
(Amendment No.10)
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HEI, Inc.
(Name of Subject Company)
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FANT INDUSTRIES INC.
(Bidder)
COMMON STOCK, PAR VALUE $0.05 PER SHARE
(INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
(Title of Class of Securities)
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404160103
(CUSIP Number of Class of Securities)
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ANTHONY J. FANT
PRESIDENT AND CHIEF EXECUTIVE OFFICER
FANT INDUSTRIES INC.
2154 HIGHLAND AVENUE
BIRMINGHAM, AL 35205
TELEPHONE: (205) 933-1030
(Name, Address and Telephone Number of Persons Authorized to Receive
Notices and Communications on Behalf of Bidder)
Copies To:
MICHAEL A. KING, ESQ.
BROWN & WOOD LLP
ONE WORLD TRADE CENTER
NEW YORK, NY 10048-0557
TELEPHONE: (212) 839-5546
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Fant Industries Inc. hereby amends and supplements its Tender Offer
Statement on Schedule 14D-1 (the "Statement") filed with the Securities and
Exchange Commission on March 10, 1998 relating to its offer to purchase 11.5%
of the outstanding shares of common stock, par value $0.05 per share, of HEI,
Inc., a Minnesota corporation (together with the associated common stock
purchase rights), as set forth in this Amendment No.10.
The Offer to Purchase included as Exhibit (a)(1) to the Statement and
incorporated in the Statement by reference, as amended, is hereby amended as
follows:
1. The first full paragraph of the cover page is amended and restated as
follows:
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (1) THERE BEING
VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION DATE A NUMBER
OF SHARES OF COMMON STOCK, INCLUDING THE RIGHTS (AS DEFINED HEREIN)
ASSOCIATED THEREWITH, WHICH CONSTITUTES 11.5% OF THE TOTAL NUMBER OF
OUTSTANDING SHARES OF COMMON STOCK (AND RIGHTS) OF HEI, INC. (THE
"COMPANY") (THE "MINIMUM TENDER CONDITION"), (2) THE ELECTION, BY BOARD
RESOLUTION OR SHAREHOLDER VOTE, OF A SUFFICIENT NUMBER OF PURCHASER'S
DIRECTOR NOMINEES TO CONSTITUTE A MAJORITY OF THE COMPANY'S BOARD OF
DIRECTORS (THE "CHANGE OF CONTROL CONDITION"), (3) REDEMPTION OF THE
RIGHTS BY THE BOARD OF DIRECTORS OF THE COMPANY, OR PURCHASER HAVING
DETERMINED IN ITS REASONABLE DISCRETION THAT THE RIGHTS HAVE BEEN
INVALIDATED OR ARE OTHERWISE INAPPLICABLE TO THE OFFER (THE "BOARD
ACTION CONDITION"), AND (4) THE ACQUISITION OF SHARES IN THE OFFER
HAVING BEEN APPROVED IN ACCORDANCE WITH THE REQUIREMENTS OF THE
MINNESOTA CONTROL SHARE ACT (AS DEFINED HEREIN) AND ACCORDED FULL VOTING
RIGHTS, OR PURCHASER HAVING DETERMINED IN ITS REASONABLE DISCRETION THAT
SUCH STATUTE IS INAPPLICABLE TO THE OFFER OR THAT IT OTHERWISE WILL NOT
HAVE THE EFFECT OF DENYING VOTING RIGHTS TO THE SHARES ACQUIRED BY
PURCHASER IN THE OFFER (THE "CONTROL SHARE CONDITION").
2. The first paragraph of page 6 is amended and restated as follows:
Board Action Condition. THE OFFER IS CONDITIONED UPON PURCHASER
BEING SATISFIED IN ITS REASONABLE DISCRETION THAT THE BOARD HAS
IRREVOCABLY TAKEN ALL ACTIONS NECESSARY TO REDEEM THE RIGHTS OR
PURCHASER HAVING DETERMINED IN ITS REASONABLE DISCRETION THAT THE RIGHTS
HAVE BEEN INVALIDATED OR ARE OTHERWISE INAPPLICABLE TO THE OFFER.
3. The sixth paragraph of page 6 is amended and restated as follows:
The Control Share Condition. THE OFFER IS CONDITIONED UPON
PURCHASER'S ACQUISITION OF SHARES IN THE OFFER HAVING BEEN APPROVED IN
ACCORDANCE WITH THE REQUIREMENTS OF THE MINNESOTA CONTROL SHARE ACT (AS
DEFINED BELOW) AND ACCORDED FULL VOTING RIGHTS, OR PURCHASER HAVING
DETERMINED IN ITS REASONABLE DISCRETION THAT SUCH ACT IS INAPPLICABLE TO
THE OFFER OR THAT IT OTHERWISE WILL NOT HAVE THE EFFECT OF DENYING
VOTING RIGHTS TO THE SHARES ACQUIRED BY PURCHASER IN THE OFFER.
4. The fifth and sixth paragraphs of page 13 are amended and restated as
follows:
Upon the terms and subject to the conditions of the Offer
(including if the Offer is extended or amended, the terms and conditions
of any such extension or amendment), Purchaser will accept for payment
and will pay the Maximum Number of Shares validly tendered prior to the
Expiration Date and not properly withdrawn in accordance with Section 3
promptly after the later to occur of the Expiration Date and the
satisfaction or waiver of the conditions set forth in Section 12. All
questions as to the satisfaction of such terms and conditions will be
determined by Purchaser in its reasonable discretion, which
determination will be final and binding. See Sections 1 and 12.
Purchaser expressly reserves the right, in its reasonable
discretion and subject to the rules of the Commission, to delay
acceptance for payment of or payment for Shares in order to comply in
whole or in part with any applicable law. Any such delays will be
effected in compliance with Rule 14e-1(c) under the Exchange Act
(relating to a bidder's obligation to pay for or return tendered
securities promptly after the termination or withdrawal of such bidder's
offer).
5. The third full paragraph of page 29 is amended and restated as follows:
Notwithstanding any other term of the Offer, and in addition to
(and not in limitation of) Purchaser's rights to extend and amend the
Offer at any time, in its reasonable discretion, Purchaser shall not be
required to accept for payment or, subject to any applicable rules and
regulations of the Commission, including Rule 14e-1(c) under the
Exchange Act (relating to Purchaser's obligation to pay for or return
tendered Shares promptly after termination or withdrawal of the Offer),
pay for, and may delay the acceptance for payment of or, subject to the
restriction referred to above, the payment for, any tendered Shares and
may terminate the Offer, if, in the reasonable judgment of Purchaser (i)
at or prior to the Expiration Date, the Control Share Condition has not
been satisfied, or (ii) at any time on or after March 10, 1998 and
before the Expiration Date, any of the following events or conditions
exist or shall occur and remain in effect or shall be determined by
Purchaser to exist or have occurred:
6. Subitem (v) of the fourth full paragraph of page 29 is amended and
restated as follows:
(v) otherwise, in the reasonable judgment of Purchaser, might
materially adversely affect Purchaser or the value of the Shares;
7. The second full paragraph of page 30 is amended and restated as follows:
(c) any change (or any condition, event or development involving a
prospective change) shall have occurred or been threatened in the
business, properties, assets, liabilities, capitalization, shareholders'
equity, condition (financial or otherwise), operations, licenses,
franchises, permits, permit applications, results of operations or
prospects of the Company which, in the reasonable judgment of Purchaser,
is or may be materially adverse, or Purchaser shall have become aware of
any fact which, in the reasonable judgment of Purchaser, has or may have
material adverse significance with respect to either the value of the
Company or the value of the Shares to Purchaser;
8. Subitem (iii) of the third full paragraph of page 30 is amended and
restated as follows:
(iii) any limitation (whether or not mandatory) by any governmental
authority or agency on, or other event which, in the reasonable judgment
of Purchaser, might materially adversely affect the extension of credit
by banks or other lending institutions;
9. Subitem (vi) of the fourth full paragraph of page 30 is amended and
restated as follows:
(vi) incurred any debt otherwise than in the ordinary course of business
or any debt containing, in the reasonable judgment of Purchaser,
burdensome covenants or security provisions;
10. Subitem (viii) of the fourth full paragraph of page 30 is amended and
restated as follows:
(viii) authorized, recommended, proposed or entered into, or announced
its intention to authorize, recommend, propose or enter into, any
agreement or arrangement with any person or group that, in Purchaser's
reasonable opinion, could adversely affect either the value of the
Company or any of its subsidiaries, or the value of the Shares to
Purchaser;
11. The fourth full paragraph of page 31 is amended and restated as follows:
(i) any approval, permit, authorization, consent or other action of any
domestic or foreign governmental, administrative or regulatory agency,
authority, tribunal or third party shall not have been obtained on terms
satisfactory to Purchaser, in its reasonable discretion, which, in the
reasonable judgement of Purchaser in any such case, and regardless of
the circumstances (including any action or inaction by Purchaser or any
of its affiliates) giving rise to any such condition, makes it advisable
to proceed with the Offer and/or with such acceptance for payment or
payment. The foregoing conditions are for the sole benefit of Purchaser
and may be asserted by Purchaser, in its reasonable discretion,
regardless of the circumstances (including any action or omission by
Purchaser) giving rise to any such conditions or may be waived by
Purchaser in its reasonable discretion, in whole or in part, at any time
and from time to time. The failure by Purchaser at any time to exercise
any of the foregoing rights shall not be deemed a waiver of any such
right and each such right to exercise any of the foregoing rights shall
not be deemed a waiver of any such right and each such right shall be
deemed an ongoing right which may be asserted at any time and from time
to time. Any determination by Purchaser concerning any condition or
event described in this Section 12 shall be final and binding upon all
parties. Should the Offer be terminated pursuant to the foregoing
provisions, all tendered Shares not theretofore accepted for payment
shall forthwith be returned by the Depositary to the tendering
shareholders.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Date: April 23, 1998
FANT INDUSTRIES INC.
By:/s/ Anthony J. Fant
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Anthony J. Fant
President and Chief Executive Officer
Fant Industries Inc.
/s/ Anthony J. Fant
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Anthony J. Fant
